Common use of Category 2 Software Clause in Contracts

Category 2 Software. Schedule L to this Agreement sets forth the software that is owned by a Third Party and licensed by ACS and/or its Affiliates solely for use in performing its obligations under this Agreement (meaning pursuant to a license that is specific to Symetra) that Symetra agrees ACS may use to provide the Services (together with all supporting documentation, media and related materials, including all modifications, enhancements, updates, replacements and other Derivative Works thereof, the “Category 2 Software” ). ACS shall obtain for Symetra a non-exclusive, non-transferable, fully paid license for Symetra, its Affiliates and their employees and independent contractors to use, or receive the benefit of the use by ACS, of the Category 2 Software during the Term and during the Disentanglement Period. If ACS is unable to procure such a license, ACS shall so notify Symetra in writing and Symetra may: (i) waive all or any portion of the foregoing license scope requirements in writing; or (ii) become directly involved in negotiations with the Third Party. ACS shall also procure the advance consent of each Third Party software vendor of Category 2 Software to an assignment to Symetra, its Affiliates and/or the Replacement Provider, of the license agreement between such Third Party software vendor and ACS during the Disentanglement Period. If such consent cannot be obtained from any Third Party software vendor, ACS shall so notify Symetra in writing, and Symetra may: (iii) waive this requirement in writing; or (iv) elect to license the applicable Category 2 Software directly from the applicable Third Party software vendor. If Symetra licenses such Category 2 Software directly from the Third Party software vendor, the software shall be deemed Category 3 Software for purposes of this Agreement. If and as requested by Symetra during the Disentanglement Period and at no additional charge to Symetra, ACS shall assist Symetra, its Affiliates and/or the Replacement Provider in procuring a license (if necessary) and securing maintenance and support with respect to the Category 2 Software commencing on the Expiration Date and continuing thereafter for as long as Symetra requires at competitive rates (which license (if any) and maintenance and support fees shall be paid by Symetra). All costs and expenses associated with the Category 2 Software including, without limitation, license, maintenance and support, implementation and/or upgrade fees (but excluding any assignment-related consent fees as described above), shall be deemed to be included in the Fees. All right, title and interest in and to the Category 2 Software (excluding Derivative Works that contain Work Product) shall remain with the applicable Third Party.

Category 2 Software. Schedule Attachment L to this Agreement sets forth the software that is owned by a Third Party and licensed by ACS and/or its Affiliates solely for use in performing its obligations under this Agreement (meaning pursuant to a license that is specific to Symetra) with Symetra as the named licensee that Symetra agrees ACS may use solely as necessary to provide the Services (together with all supporting documentation, media and related materials, including all modifications, Symetra-specific customizations and configurations, enhancements, updates, replacements and other Derivative Works thereof, the “Category 2 Software” ”). Respecting Category 2 Software first made available to Symetra following the Restatement Date, ACS shall use commercially reasonable efforts to obtain for Symetra a perpetual, non-exclusive, non-transferabletransferable (except in connection with a permitted assignment of the underlying license agreement), fully paid paid-up license for Symetra, its Affiliates Symetra Personnel and their employees and independent contractors other End-Users to use, or and/or receive the benefit of the use by ACS, of the Category 2 Software during (and the Term and during licensing requirements in effect under the Disentanglement PeriodAgreement prior to the Restatement Date shall apply to all Category 2 Software set forth in Attachment L as of the Effective Date). If If, after using commercially reasonable efforts, ACS is unable to procure such a license, ACS shall so notify Symetra in writing writing, including a detailed description of the terms and conditions such Third Party is willing to offer, if any, as well as a description of the best available terms for comparable Category 2 Software that ACS has the ability to license (if any), and Symetra will review the options presented by ACS and Symetra may: (i) waive all or any portion of the foregoing license scope requirements in writing; or (ii) become directly involved in negotiations with the Third Party. If ACS is unable to procure a perpetual license in Symetra’s name on terms acceptable to Symetra and Symetra elects instead that such Category 2 Software be licensed by ACS with ACS as the licensee, then ACS shall also use commercially reasonable efforts to procure the advance consent of each Third Party software vendor of Category 2 Software to an assignment to Symetra, its Affiliates and/or the Replacement Provider, of the license agreement between such Third Party software vendor and ACS during prior to the Disentanglement PeriodTermination Date. If such consent cannot be obtained from any Third Party software vendorvendor on reasonable terms, ACS shall so notify Symetra in writing, and Symetra may: (iii) waive this requirement in writing; or (iv) elect to license the applicable Category 2 Software directly from the applicable Third Party software vendor. If Symetra licenses such Category 2 Software directly from the Third Party software vendor, the software shall be deemed Category 3 Software for purposes of this Agreement. If and as requested by Symetra during prior to the Disentanglement Period Termination Date and at no additional charge to Symetra, ACS shall assist Symetra, its Affiliates and/or the Replacement Provider in procuring a license (if necessary) and securing maintenance and support with respect to the Category 2 Software commencing on or before the Expiration Termination Date and continuing thereafter for as long as Symetra requires at competitive rates (which license (if any) and maintenance and support fees shall be paid by Symetra). All costs and expenses associated with the Category 2 Software during the Term and the Disentanglement Period including, without limitation, license, maintenance and support, installation and implementation and/or upgrade Software Enhancements fees (but excluding any assignment-related consent fees as described above), shall be deemed to be are included in the Annual Services Fees. All right, title and interest in and to the Category 2 Software (excluding Derivative Works that contain Work Product) shall remain with the applicable Third Party.